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United States securities and exchange commission logo
May 12, 2020
Tao Yang
Chief Executive Officer
Yalla Group Limited
#238, Building 16, Dubai Internet City
Dubai, United Arab Emirates
Re:Yalla Group Limited
Draft Registration Statement on Form S-1
Submitted April 15, 2020
CIK No. 0001794350
Dear Mr. Yang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise to clarify whether the 36.4 million registered users as of December 31, 2019
reflects the number of registered users over a discrete time period or whether this number
represents all users who have ever registered an account on your platform.  In addition,
provide context regarding the 4.3 million users who visited your platform in the last
quarter of 2019 by disclosing the number of paying users in the same period.
You, as holders of ADSs, may have fewer rights, page 40
2.We note your statement that the minimum notice period required to convene a general
meeting is ten "clear days."  Please define this term.

 FirstName LastNameTao Yang
 Comapany NameYalla Group Limited
 May 12, 2020 Page 2
 FirstName LastNameTao Yang
Yalla Group Limited
May 12, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics , page 60
3.Explain the spike in the number of paying users in the three month period ended June 30,
2019 and the subsequent drop in the number of paying users in the three month period
ended September 30, 2019.
Industry Overview, page 71
4.Please disclose the source of the statistical predictions and historic figures regarding the
countries' economic growth, mobile internet penetration rates, and online social
networking and entertainment penetration rates.
Our Business
Technology, page 89
5.You disclose here that you rely on third-party technology to operate critical functions of
your business, including live audio streaming capabilities and cloud-based network
infrastructure.  In particular, we note your disclosure that there are only a limited number
of providers of high quality audio processing solutions in the market.  Please discuss the
material terms of your agreements with these third-party service providers, including but
not limited to, the term and termination provisions.
Principal Shareholders, page 117
6.You disclose that in February 2018, Mr. Xuecai Feng, in conjunction with Mr. Tao Yang
and Mr. Jianfeng Xu, entered into a voting agreement to vote their shares in the company
together.  Please disclose the number of shares that are held by Mr. Xuecai Feng.
 Disclose any material relationships between Xuecai Feng and the company.  In this
regard, we note that Mr. Feng is a not an executive officer, director, or principal
shareholder.
Financial Statements
1. Description of Business and Organization
(b) Organization, page F-9
7.You indicated that since the Company, FYXTech BVI and Shenzhen Yale were all under
common control of the Co-founders immediately before and after the reorganization, the
transfer of business operations of FYXTech BVI and Shenzhen Yale has been accounted
for in a manner similar to a pooling of interest.  Please tell us the basis for your conclusion
that the entities were under common control for all periods.  Identify for us the significant
shareholders of each entity and indicate the voting percentage they held in each entity
prior to the reorganization.  Explain to us the nature and terms of the agreement among the
Co-founders to vote in concert, including the date of the agreement, the amount of any
consideration paid, and the identity of the individuals.

 FirstName LastNameTao Yang
 Comapany NameYalla Group Limited
 May 12, 2020 Page 3
 FirstName LastName
Tao Yang
Yalla Group Limited
May 12, 2020
Page 3
2. Summary of Significant Accounting Policies
(x) Statutory Reserve, page F-16
8.We note the restrictions on the ability of your subsidiaries to transfer funds to the
Company.  Please explain to us your consideration of presenting Parent-only financial
statements in accordance with Rules 5-04 and 12-04 of Regulation S-X.
7. Share-Based Compensation, page F-24
9.Please quantify on page F-25 the total amount of compensation expense that will be
recognized as a result of options vesting upon the completion of your IPO.  Also, provide
a quantified, forward-looking discussion of the impact of the cumulative vesting in
MD&A.
11. Related Party Transactions, page F-29
10.Explain to us your basis under GAAP for not reporting the loans to your Co-founders in
your financial statements, i.e. on your balance sheet and statements of cash flows.
General
11.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yi Gao